Dr. Octopus attempts to steal a new medical laser from a demonstration but his plans are thwarted by Spider-Man. In the ensuing battle a medical research building is destroyed and Peter blames himself. Later a mysterious woman named Madame Web makes contact with Parker and seems to know much about him. Confused, Peter dons his spider suit and visits a young girl who is a fan of Spider-Man. While taking her for a swing Octopus attacks with his latest invention, the Octobot.